C07353-2023

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Sep 29, 2023
2. SEC Identification Number
A1999-04864
3. BIR Tax Identification No.
204-636-102
4. Exact name of issuer as specified in its charter
Bloomberry Resorts Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
The Executive Office, Solaire Resort & Casino, 1 Asean Avenue, Entertainment City, Barangay Tambo, Parañaque City Postal Code 1701
8. Issuer's telephone number, including area code
+632 88838920
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Unclassified Shares 11,430,368,194
11. Indicate the item numbers reported herein
Item (9) Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Bloomberry Resorts CorporationBLOOM

PSE Disclosure Form LR-2 - Comprehensive Corporate Disclosure
on Placing and Subscription Transactions Reference: Rule on Additional Listing of Shares for a Placing and Subscription Transaction

Subject of the Disclosure

Placing and subscription transaction by Bloomberry Resorts Corporation (“BLOOM”) and Quasar Holdings, Inc. (“Quasar”).
Background/Description of the Disclosure

The board of directors of BLOOM in its meeting held on September 28, 2023, authorized an equity fundraising through a placing and subscription transaction. The placing and subscription transaction was successfully completed on October 3, 2023 and was subject of the disclosure filed on September 29, 2023.
Date of Approval by Board of Directors Sep 28, 2023
Comprehensive Corporate Disclosure
Description of the transaction

The first part of the Transaction (the “Offer”) was the offer and sale of 559,000,000 shares with par value of Php1.00 each of BLOOM (the “Shares”) by Quasar, one of BLOOM’s controlling shareholders, (the “Offer Shares”): (a) offshore to investors outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”); and (b) domestically in transactions that do not require registration under the Philippine Securities Regulation Code (“SRC”).

The second part of the Transaction which happened concurrently upon the completion of the Offer, was the subscription by Quasar, and the issuance by BLOOM to Quasar, of new Shares in the same number and at the same price as the Shares sold in the Offer (the “Subscription”), with approval for the listing of such new Shares being sought as soon as practicable thereafter.
Name(s) of the related party(ies) who will place its existing listed shares to a third party(ies)
Name Type of Security /Stock Symbol Number
Quasar Holdings, Inc. BLOOM 559,000,000
Number and class of shares in the subscription tranche
Number Type of Security /Stock Symbol %
559,000,000 BLOOM 4.58
Placing price of the shares and the basis for setting such price

The offer price in the Offer was Php10.00 per Share (the “Offer Price”) which was determined through a book-building process.
Subscription price of the shares under the subscription tranche and terms of payment

The subscription price for the Subscription Shares was Php10.00 per Share, the same as the Offer Price (the “Subscription Price”). The Subscription was conditional upon the completion of the Offer and receipt by Quasar of the proceeds of the Offer. The proceeds of the Offer was thereafter paid to BLOOM as payment of the Subscription Price. The Subscription Shares were issued to Quasar on payment of the Subscription Price. An application for the listing of the Subscription Shares will be filed with the Philippine Stock Exchange, Inc. (“PSE”) as soon as practicable.
Total transaction value At the Offer Price, the total transaction value of the Offer was Php5,590,000,000.00.
Rationale of the transaction

The conduct of an equity fund raising by way of a placing and subscription transaction allowed BLOOM to raise equity funds in a most expeditious and efficient manner, with the least cost to BLOOM. The transaction was also intended to strengthen and broaden the capital base of BLOOM, as well as to promote a wider dispersion of the Shares to a broad spectrum of institutional investors.
Total funds to be raised and the proposed use of the proceeds, including a detailed work program

The total gross proceeds raised from the Offer and Subscription was Php5,590,000,000.00. After deducting placing commissions, market charges, lawyers fees, and other expenses related to the Offer and the Subscription (which were for the account of the BLOOM, and credited as part of the payment for the subscription to the Subscription Shares), net proceeds was at approximately Php5,488,000,000.

BLOOM intends to use the net proceeds of the Subscription for debt service. BLOOM anticipates to fully disburse the proceeds from the Subscription by March 2024.
Timetable of the placing and subscription transaction

The placing agreement and the subscription agreement for the placing and subscription transaction were executed, and the Offer Price was fixed, on September 28, 2023. The Offer Shares were crossed through the facilities of the PSE on September 29, 2023. Settlement for the Offer Shares occurred on October 03, 2023, being two (2) trading days after such cross (“Settlement Date”). The Subscription Shares were likewise fully paid on Settlement Date.
Applicable regulatory approvals

The Offer Shares were offered and sold: (i) outside the United States in reliance on Regulation S under the U.S. Securities Act, as amended; and (iii) in the Philippines in transactions that do not require registration under the SRC. Accordingly, the sale of the Offer Shares was exempt from the registration requirements of the SRC and was not and will not be registered with the Philippine Securities and Exchange Commission (“SEC”).

BLOOM intends to secure the approval of the PSE for the listing of the Shares issued by BLOOM pursuant to the Subscription. No other regulatory approvals are required and will be secured in connection with the equity fund raising activity of BLOOM as described above.

Table showing the ownership structure of the listed company before and after the placing and subscription transaction indicating the number of shares held and respective percentage ownership of the listed company's shareholders. Such table must indicate the listed company's majority and minority shareholders, with the identities of controlling shareholders

Principal Shareholders Before After
Number of shares % Number of shares %
Prime Strategic Holdings, Inc. (formerly Prime Metroline Holdings, Inc.) (Controlling shareholder) 5,935,972,444 54.6 5,935,972,444 51.93
PCD Nominee Corporation (Non-Filipino) 2,736,253,127 25.17 3,043,109,127 26.62
Quasar Holdings Inc. (Controlling shareholder) 921,184,056 8.47 921,184,056 8.05
PCD Nominee Corporation (Filipino) 1,102,390,357 10.14 1,354,534,357 11.85
Razon & Co. Inc. (formerly Falcon Investco, Holdings, Inc.) (Controlling shareholder) 225,000,000 2.07 225,000,000 2
Enrique K. Razon, Jr. (Controlling shareholder) 35,953,332 0.33 35,953,332 0.31
Thomas Arasi 26,989,694 0.25 26,989,694 0.24
Donato C. Almeda 7,078,898 0.07 7,078,898 0.06
Jose Eduardo J. Alarilla 6,040,528 0.06 6,040,528 0.05
Christian R. Gonzalez 100,933 0 100,933 0
Octavio R. Espiritu 43,200 0 43,200 0
Diosdado M. Peralta 100,000 0 100,000 0
Estela O. Tuason-Occeña 8,779,800 0.08 8,779,800 0.08
Laurence Upton 6,714,705 0.06 6,714,705 0.06
Cyrus Sherafat 7,792,923 0.07 7,792,923 0.07
Silverio Benny J. Tan 212,619 0 212,619 0
Lesothea Management Inc. 2,018,256 0.02 2,018,256 0.02
Nossahead Management, Inc. 2,018,256 0.02 2,018,256 0.02
Ondareta Management, Inc. 1,651,588 0.02 1,651,588 0.01
Real Sociedad Management Inc. 1,651,588 0.02 1,651,588 0.01
Hock Seng Yeo 1,500,000 0.01 1,500,000 0.01
Chadbrad Management Inc. 833,400 0.01 833,400 0
Croker Island Management Inc. 833,300 0.01 833,300 0
Willy O. Dizon or Nene C. Dizon 640,000 0.01 640,000 0
Medy Chua See 250,000 0 250,000 0
Others 995,221 0 995,221 0

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
BLOOM 11,032,998,225 11,591,998,225
Outstanding Shares
Type of Security /Stock Symbol Before After
BLOOM 10,871,368,194 11,430,368,194
Treasury Shares
Type of Security /Stock Symbol Before After
BLOOM 161,630,031 161,630,031
Listed Shares
Type of Security /Stock Symbol Before After
BLOOM 11,032,998,225 11,032,998,225
Effect(s) on the public float, if any Public float increased from 33.94% to 37.17%.
Effect(s) on foreign ownership level, if any Foreign ownership level increased from 25.57% (as of 31 August 2023) to 26.58%.
Conditions precedent to closing of the transaction, if any

None
Other Relevant Information

In connection with the table above showing the ownership structure of BLOOM before and after the placing and subscription transaction, we note that before the Offer and Subscription, Mr. Enrique K. Razon, Jr. directly and indirectly owned a total of 7,118,109,832 Shares or 65.48% of the outstanding Shares, broken down as follows: directly and indirectly owned 35,953,332 Shares or 0.33% of the outstanding Shares, and indirectly owned through Prime Strategic Holdings, Inc., 5,935,972,444 Shares or 54.60% of the outstanding Shares; through Quasar Holdings, Inc., 921,184,056 Shares or 8.47% of the outstanding Shares; and through Razon & Co, Inc., 225,000,000 Shares or 2.07% of the outstanding Shares. Following the completion of the Offer and the Subscription, Mr. Enrique K. Razon, Jr. continues to own, directly and indirectly, 7,118,109,832 Shares, equivalent to 62.27% of the outstanding Shares as enlarged by the issue of the Subscription Shares.

This disclosure is not an offer of securities for sale in the United States, and any securities offered in the United States may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Bloomberry Resorts Corporation have not been and will not be registered under the Securities Act. Bloomberry Resorts Corporation and its selling shareholder, Quasar Holdings, Inc., do not intend to register any portion of the offering in the United States.

THE SECURITIES REFERRED TO IN THIS DISCLOSURE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE OF THE PHILIPPINES (SRC). ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE SRC UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.

Bloomberry Resorts Corporation is submitting this disclosure in compliance with Guidance Note 10 which provides for the interpretation of the rule on additional listing of shares for a placing and subscription transaction.

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
Filed on behalf by:
Name Silverio Benny Tan
Designation Corporate Secretary